Terms & Conditions
CODE CHEMISTRY WEBSITE AND PLATFORM TERMS AND CONDITIONS OF USE
Please read these Terms and Conditions carefully. By using this website and/or Code Chemistry’s products, you accept these Terms and Conditions. These Terms and Conditions may have changed since your last visit to this website and to the products. You agree to check for updates to these Terms and Conditions.
If you do not accept these Terms and Conditions, please refrain from using the website and its products.
SOFTWARE OVERVIEW
Code Chemistry Limited offers a web-based application, known as The Platform, available at https://app.codechemistry.io/. This platform allows customers to generate images for creative content in emails, websites, and mobile applications, complete with associated business logic for large-scale marketing campaigns. Code Chemistry’s solution integrates with a customer’s existing Email Service Provider (ESP) and does not handle the sending of emails. Instead, the platform produces an HTML ‘element’ that includes an image source and an href, which the customer incorporates into their own HTML. Dynamic email content is automatically generated when the image is requested.
Code Chemistry is an image serving technology, where ‘images’ refer to the images that Code Chemistry serves on behalf of the user. Each Image Element served by Code Chemistry is considered a separate image. An image serve occurs when a Code Chemistry image Element is displayed in an email or any other medium capable of rendering HTML images. If multiple elements are used in a single email, each will count as a separate image served (e.g., one email containing four Code Chemistry elements will result in four images served).
REGISTRATION
To use the Services, you must create an account with Code Chemistry by choosing a username and password and providing registration details. The information you submit must always be accurate, complete, and up-to-date. Failing to meet these requirements violates the Terms and may lead to the immediate termination of your Code Chemistry account.
Your username cannot be someone else’s name, a name that isn’t legally available for use, or a name or trademark that belongs to someone else without proper authorization. Additionally, it must not be offensive, vulgar, or obscene.
You are responsible for keeping your password confidential and are solely accountable for any actions taken using your password and through your Code Chemistry account.
7 DAY FREE TRIAL
Code Chemistry offers a free 7-day trial. Customers can create an account to view and test the platform. The trial includes 1000 images; these images are for test purposes only and are not transferable to any paid plans. If the 1000 image limit is reached, images will cease being served. After the 7 day trial period has ended, the user will still be able to access their account to upgrade their package but no images will be served. After 3 months, the account and all of is data will be deleted.
EXTENDED FREE TRIAL
This extended trial is available to select brands and lasts for 8 weeks from the day the account is created. Users have full access to the platform, with all features unlocked.
The trial includes 8 million images that can be used in live email campaigns for the purpose of testing our technology.
Trial image allocations are not transferable to any paid plans after the 8-week trial has ended.
If the 8-million image limit is reached, users will be notified, and images will cease being served after 72 hours unless they choose to upgrade during this period, in which case images will continue to be served.
After the 8-week trial period has ended, the user will still be able to access their account to upgrade their package, but no images will be served.
After 3 months, the account and all of its data will be deleted.
By entering into the 8-week trial, the customer agrees to:
Share results and email examples (either live or in the form of screenshots).
Provide a testimonial and/or participate in a written case study, for which they will have full sign-off rights.
The case study will include any results expressed as a percentage.
By signing up for a trial, the customer agrees to these terms and conditions.
FEES OVERVIEW
LOGO AND NAME USAGE
If The Customer has subscribed to a monthly plan, The Customer will pay the monthly fee for their chosen subscription for continued access to the Services. Monthly subscriptions plans are paid on the day of sign up or upgrade and billed monthly thereafter. Images purchased as part of a monthly subscription reset each month and any unused images cannot be rolled over into the next month. Usage resets each month in line with your billing period.
If The Customer has subscribed to an annual plan, The Customer will pay the annual fee for their chosen subscription for continued access to the Services. Annual subscriptions plans are paid on the day of sign up or upgrade and billed annually thereafter. Images purchased as part of an annual subscription can be used at any point during the term.
OVERAGES
Monthly subscription overage charges will be billed with the next monthly subscription payment. Overage charges for Annual subscriptions will be billed monthly from the first month overages are reached.
In the event of going over your contracted image allowance, overage charges will apply at a set overage rate outlined at: https://www.codechemistry.io/payment-information
Code Chemistry may feature the Customer’s name and logo in its sales and marketing materials, as well as on its website at http://codechemistry.io. When asked, the Customer agrees to share subscriber engagement metrics and conversion rates (as percentages), both before and after sending, to assess the technology’s effectiveness. Additionally, if the technology results in a net positive impact on key performance indicators, the Customer agrees to provide a case study and testimonials.
ONLINE TERMS FOR THE SALE OF SOFTWARE
1 ABOUT THESE TERMS
1.1 These terms and conditions (Terms) set out the terms on which you can purchase an online, email marketing content generation platform (Software) through our website (Website). You must accept these Terms for us to provide the Software to you.
1.2 Please read these Terms carefully. These Terms tell you who we are and other important information. They describe how we sell our Software, set out your rights and responsibilities and tell you what to do if there is a problem. These Terms also limit our liability.
1.3 By using or purchasing our Software, you are agreeing to these Terms. If you do not agree to these Terms, you must not use or purchase our Software.
1.4 Please note that we reserve the right to update, change or replace any part of these Terms at our sole discretion. However, the terms which apply to your order will be those in force at the time you submitted your order to us.
1.5 We will collect some personal data about you in order to process your order (e.g. your name, email address and payment details). For information regarding how we process personal data, please see our privacy policy at https://codechemistry.io/privacy-policy/.
1.6 These terms cover the terms and conditions if you purchase Software via the Website. For information regarding access to and use of our Website, please see our Website terms of use at https://codechemistry.io/website-terms-of-use.
2 WHO ARE WE?
2.1 We are CODE CHEMISTRY LIMITED, registered in England and Wales with company number 15874941 whose registered address is Unit D The Business Centre, Romford, RM3 8EN (we/us/our).
2.2 We are an online, email marketing content generation platform and in the business of selling a variety of products and tools for email marketers including dynamic and data driven content generation and other email HTML elements.
2.3 If you have any questions about these Terms, please contact us using the details below:
Email: hello@codechemistry.io
3 PLACING AN ORDER
3.1 To purchase our Software, you need to place an order on our Website.
3.2 Please check your order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 The order will only be accepted when we send you a written acceptance of the order by email, at which point a contract between you and us will be created that is subject to these Terms. When your order has been accepted, you will be able to access the Software.
3.4 We reserve the right to accept or reject any order at our discretion. If we are unable to accept your order, we will notify you as soon as possible.
3.5 If you would like to make any changes to your order after you have submitted it, please contact us as soon as possible and we will let you know if it is possible to change your order.
4 DESCRIPTION OF OUR SOFTWARE
4.1 The description of the Software is as set out on our Website at https://codechemistry.io/platform/.
4.2 We provide the Software on an “as is” basis only, and do not warrant that:
4.2.1 your use of the Software will be uninterrupted or error-free;
4.2.2 the Software will meet the your specific requirements;
4.2.3 the Software will be free from vulnerabilities or viruses; or
4.2.4 the Software will comply with any of your cybersecurity requirements.
4.3 Where your device is required to meet technical requirements to run or display Software purchased on our Website, we will make this clear on our Website.
4.4 We are not responsible for Software which fails to meet its description where your device does not meet the technical requirements as set out on our Website.
4.5 When providing our Software to you, we will:
4.5.1 provide our Software to you in accordance with these Terms; and
4.5.2 comply with all applicable laws.
5 DELIVERY OF SOFTWARE
5.1 The Software you purchased can be accessed via https://app.codechemistry.io/.
5.2 If you are having any trouble accessing the Software, please email us at support@codechemistry.io.
6 LICENCE
6.1 Where you use the Software in accordance with these Terms:
6.1.1 we grant you a non-exclusive, non-transferable licence to use the Software [and, where you are a business customer, for use within your business and to access the Software provided for internal business purposes only]; and
6.1.2 you shall be limited to the number of users paid for in accordance with our charges. We will confirm the number of users.
7 LICENCE RESTRICTIONS
7.1 You must not:
7.1.1 sell, distribute, reproduce, transfer, publicly display, translate, modify, adapt, create derivative works from, deconstruct, reverse engineer, decompile or disassemble, rent, lease, loan, sub-license or otherwise deal in copies or reproductions of the Software to other parties in any way except as permitted by these Terms;
7.1.2 remove, delete, obscure, disable, modify, add to, tamper with, or circumvent any program code or data, copyright, trademark, or other proprietary notices, labels or copy protection content contained on or within the Software;
7.1.3 exploit the Software (or part of), content contained in it, any of our related literature, for any commercial purpose;
7.1.4 export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations;
7.1.5 create data or executable programs which mimic data or functionality in the Software;
7.1.6 use the Software for any illegal or immoral purposes;
7.1.7 use the Software to make any other software or programme which is substantially similar to the Software.
7.2 You agree not to perform any security testing on the Software unless agreed with us in writing.
7.3 You do not have permission and are not permitted to access the Software in source code form.
8 OUR INTELLECTUAL PROPERTY RIGHTS
8.1 You agree that we and our licensors own all Intellectual Property Rights in the Software. These Terms do not grant you any rights to any Intellectual Property Rights in the Software except as expressly set out in these Terms.
8.2 To the extent that you acquire any Intellectual Property Rights in the Software you will, on our written demand, assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us. You shall execute all such documents and do such things as we may consider necessary to give effect to this clause 8.2 at your own cost.
8.3 You must not use our trade marks or our trade names on your website or in any marketing materials without our express written consent.
8.4 For the purpose of this clause 8, Intellectual Property Rights means copyright, patents, rights in confidential information, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and wherever existing.
9 PRICE AND PAYMENT
9.1 The price for our Software will be shown on the Website and as set out in your order (Price). The Price is inclusive of VAT.
9.2 Prices for our Software may change at any time. This will not affect existing orders unless:
9.2.1 the information you provided us in relation to your order was materially different from the information we required in order to provide the Software; or
9.2.2 there has been an error on the Website regarding the pricing of any of our Software and this affects your order, we will try to contact you using the contact details you provided when you placed your order. If this happens, we will give you the option to re-confirm your order at the correct price or to cancel your order.
9.3 We will charge the Price to the credit or debit card that you have provided at the time we accept the order. All amounts due must be paid in full in advance.
9.4 All credit card and debit card payments need to be authorised by the relevant card issuer.
9.5 If we agree to provide you with an invoice for payment, we will invoice you monthly in advance OR in full upon confirmation of your order.
9.6 Your invoice will be sent to the email address you provided when you placed your order and must be paid by you within 30 days of receipt.
9.7 If your payment is not received by us when due, we may charge interest on any balance outstanding at the rate of 4% per year above the Bank of England’s base rate (or where the Bank of England’s base rate is less than 0%, interest shall be charged at 4% per year).
9.8 We use a third-party payment provider (Stripe, Inc.) to process payments on our Website.
10 IF THE SOFTWARE IS FAULTY
10.1 Where the Software or deliverables do not meet the descriptions on our Website:
10.2 You must notify us in writing within 14 days of receipt of the Software and any deliverables setting out the nature and extent of the faults or defects. We shall, at our option, remedy the fault with the Software or refund (in whole or in part) the Price for the Software.
11 YOUR OBLIGATIONS
11.1 The will:
11.1.1 co-operate with the and provide all information to allow the to provide the Services;
11.1.2 ensure that any users who have access to the Software comply with the terms of this Agreement;
11.1.3 use the Services in accordance with the terms and conditions of this Agreement.
11.2 The will not:
11.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documents (as applicable) in any form or media or by any means;
11.2.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form for all or any part of the Software;
11.2.3 access all or any part of the Services in order to build a product or service which competes with the Services;
11.2.4 grant any sublicences to any other party to use the Services;
11.2.5 access, store, distribute or transmit Viruses or any harmful or illegal material during the course of its use of the Services; or
11.2.6 introduce or permit the introduction of, any Virus or Vulnerability into the ‘s network and information systems.
11.3 The shall use reasonable efforts to prevent any unauthorised access to the Services. Upon discovering any unauthorised access, the must immediately notify the .
11.4 The shall notify the of any Incidents.
11.5 The acknowledges that any delay caused by the failing to fulfil any of its obligations under this Agreement may mean that the needs to adjust any agreed timescales.
12 TERM AND TERMINATION
MONTHLY SUBSCRIPTION
12.1 A contract shall start when we have provided you with written acceptance of your order and shall:
12.1.1 continue for an initial period of 1 month (Initial Subscription Period), following which it shall continue for subsequent periods of 1 month (each a Renewal Period) unless terminated by either party providing 10 working days written notice to the other party, such notice to expire no earlier than the end of the Initial Subscription Period or relevant Renewal Period;
12.1.2 the contract is terminated in accordance with clause 10 (IF THE SOFTWARE IS FAULTY);
12.1.3 we exercise our right to end the contract under clause 13 (OUR RIGHT TO END THE CONTRACT).
ANNUAL SUBSCRIPTION
12.1 A contract shall start when we have provided you with written acceptance of your order and shall:
12.1.1 continue for an initial period of 12 months (Initial Subscription Period), following which it shall continue for subsequent periods of 12 month (each a Renewal Period) unless terminated by either party providing 30 days written notice to the other party, such notice to expire no earlier than the end of the Initial Subscription Period or relevant Renewal Period;
12.1.2 the contract is terminated in accordance with clause 10 (IF THE SOFTWARE IS FAULTY);
12.1.3 we exercise our right to end the contract under clause 13 (OUR RIGHT TO END THE CONTRACT).
13 OUR RIGHT TO END THE CONTRACT
13.1 We may terminate any and all contracts we have with you at any time by contacting you in writing if:
13.1.1 you commit a serious breach of these Terms;
13.1.2 you do or take part in anything illegal when using our Website or purchasing our Software; or
13.1.3 you fail to pay any amount due under a contract on the due date.
13.2 You can cancel your order under or clause 10 (IF THE SOFTWARE IS FAULTY).
13.3 Our right to terminate does not affect any of your rights.
14 OUR LIABILITY TO YOU
14.1 We are not liable to you for any losses you incur where the delivery of the Software is delayed or cannot be delivered because you fail to make information available to us or fail to provide us with adequate instructions or information to allow us to deliver the Software.
14.2 We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by our breach or negligence, or any business loss or damage. If we are affected by an unforeseeable event, we will promptly write to you to let you know if this means we are unable to fulfil the contract.
14.3 We exclude all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, to the fullest extent permitted by applicable law.
14.4 Nothing in these Terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.
14.5 Subject to the below, our liability under or in connection with these Terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) will not exceed the Price for the Software paid by you.
14.6 We will not be liable to you under or in connection with these Terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) for:
14.6.1 consequential, indirect or special losses; or
14.6.2 any of the following (whether direct or indirect):
14.6.3 loss of profit;
14.6.4 loss or corruption of data;
14.6.5 loss or corruption of Software or systems;
14.6.6 loss or damage to equipment;
14.6.7 loss of use;
14.6.8 loss of opportunity;
14.6.9 loss of savings, discount or rebate (whether actual or anticipated); or
14.6.10 harm to reputation or loss of goodwill.
14.7 Where we have failed to provide you with the Software or some or all of the materials described on the Website as part of the Software purchased, we shall only be liable up to the limit of the Price paid for the Software.
15 GENERAL
15.1 You are not allowed to transfer your rights or obligations under these Terms to anyone without our prior written consent. We may transfer our rights and obligations under these Terms to another business without your consent, but we will notify you of the transfer and make sure that your rights are not adversely affected as a result.
15.2 If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms will not be affected.
15.3 If you breach these Terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms.
15.4 Under these Terms, notices must be in writing and sent to the other party’s address or email address, as set out in the order confirmation. Letters sent in the United Kingdom will be deemed delivered in 3 business days (excluding English Bank Holidays), after sending. Emails will be deemed delivered the same day (or the next business day, if sent on a non-business day or after 5pm on any business day at the recipient’s location).
15.5 Each contract, these Terms and the terms of each accepted order represent the entire agreement between us and replace any terms and conditions of purchase or supply that you have been provided with previously.
15.6 Each contract, these Terms and the terms of each accepted order and any dispute or claim arising out of them will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that the courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.
